Genius Sports Ltd F-4/A, filed Dec 30, 2022

Genius Sports Ltd (GENI)

F-4/A 2022-12-30

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Added on October 18, 2026

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	Page
About this Prospectus		ii

Cautionary Note Regarding Forward Looking Statements		iii

Certain Defined Terms		vi

Summary		1

Risk Factors		8

The Consent Solicitation		10

Market Information, Dividends and Related Shareholder Matters		18

Material U.S. Federal Income Tax Consequences		20

Material United Kingdom Tax Considerations		29

Material Island of Guernsey Tax Considerations		31

Description of Securities		31

Legal Matters		47

Experts		47

Enforceability of Judgements		47

Incorporation by Reference		49

Where You Can Find More Information		49

Form of Warrant Amendment		A-1


The Company		Genius is a B2B provider of scalable, technology-led products and services to the sports, sports betting and sports media industries. Genius is a fast-growing business with significant scale, distribution and an expanding addressable market and opportunity. Genius’ mission is to be the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media. In doing so, the Company creates engaging and immersive fan experiences while simultaneously providing sports leagues with reliable and sustainable revenue streams. Genius sits at the heart of the global sports betting ecosystem where the Company has deep, critical relationships with over 400 sports leagues and federations, over 500 sportsbook brands and over 150 marketing customers (which includes some of the aforementioned sportsbook brands).

Corporate Contact Information		The legal name of the Company is Genius Sports Limited. The Company was incorporated under the laws of Guernsey as a non-cellular company limited by shares on October 21, 2020. The Company’s registered office in Guernsey is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The address of the principal executive office of the Company is Genius Sports Group, 9th Floor, 10 Bloomsbury Way, London, WC1A 2SL, and the telephone number of the Company is +44 (0) 20 7851 4060. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. We maintain a website at www.geniussports.com where general information about us is available. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Prospectus or the registration statement of which it forms a part.


Warrants		On December 20, 2022, the Company issued to warrant holders the Warrant Holder Notice indicating that the Company has lowered the Exercise Price of the warrants during the Consent Period from $11.50 to an exercise price that is 74% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date (if and only if such Reduced Exercise Price would be less than $11.50 per share), which one-Trading Day period is expected to be January 17, 2023. The Warrant Holder Notice further provided that the Company has entered into the Cashless Exercise Amendment with the Warrant Agent pursuant to the Warrant Agreement that provides all warrant holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Consent Period. Holders of warrants that exercise their warrants on a cashless basis at the Reduced Exercise Price during the Consent Period will receive 0.260 ordinary shares for each warrant exercised by such holder. Each of the Reduced Exercise Price and the Cashless Exercise Amendment is conditioned on obtaining the requisite consents to give effect to the Warrant Amendment, which condition may be waived by the Company in its sole discretion. The consummation of any exercise of warrants by a holder thereof at the Reduced Exercise Price or on a cashless basis during the Consent Period is therefore expected to occur on the first Trading Day following the Expiration Date in order to determine if the condition of obtaining the requisite consents to give effect to the Warrant Amendment has been satisfied. If the Warrant Amendment is approved, on the first Trading Day following the Expiration Date, the warrants will cease to exist (having all been exercised, either by the holder on or prior to the Expiration Date or otherwise automatically on the first Trading Day following the Expiration Date) and the warrants will cease trading on the NYSE. Prior to the Expiration Date, holders may also continue to exercise their warrants on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment, at an Exercise Price of $11.50.

		If the Warrant Amendment is approved or such condition is waived, any warrant exercised by the holder thereof on or prior to the Expiration Date at the Reduced Exercise Price, for cash or on a cashless basis pursuant to the terms of the Cashless Exercise Amendment, will be settled promptly following the Expiration Date, and such exercise is expected to be accepted on the first Trading Day following the Expiration Date. If the Warrant Amendment condition is waived, the Company will announce such waiver to holders of the warrants and extend the Expiration Date for at least five additional Trading Days following the date such waiver and extended Expiration Date is announced. If the Warrant Amendment is approved, any warrant that is not exercised on or prior to the Expiration Date will be exercised automatically on the holder’s behalf on a cashless basis on the first Trading Day following the Expiration Date at an exercise price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date, which is expected to be January 17, 2023 (if and only if such Exercise Price would be less than $11.50 per share), resulting in such holders receiving 0.234 ordinary shares per warrant, which is 10% less than the number of ordinary shares per warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price on or prior to the Expiration Date. If the Warrant Amendment is not approved and such condition is not waived, the Reduced Exercise Price and Cashless Exercise Amendment will not take effect, and any exercise of warrants by a holder at the Reduced Exercise Price will not be consummated and the holder will be returned its warrants on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment. The Warrant Holder Notice and Cashless Exercise Amendment are filed as exhibits to the registration statement of which this Prospectus forms a part.

		In connection with the Cashless Exercise Amendment, the Company will form a direct subsidiary that is disregarded as an entity separate from the Company for U.S. federal income tax purposes to facilitate the cashless exercise of warrants. Should a warrant holder elect to exercise its warrants on a cashless basis, such subsidiary shall pay the Reduced Exercise Price to the Company in cash on the warrant holder’s behalf and, pursuant to the warrant holder’s exercise, the Company will issue to the warrant holder 0.260 ordinary shares per warrant and will issue to such subsidiary the remaining ordinary shares, 0.740 ordinary shares per warrant, to which the warrant holder would have been entitled to receive pursuant to such exercise if the warrant holder had paid the Reduced Exercise Price directly in cash rather than electing to exercise the warrants on a cashless basis. No fractional ordinary shares will be issued in connection with any exercise, and in lieu of such fractional shares the number of ordinary shares to be issued to the warrant holder shall be rounded down to the nearest whole share pursuant to the terms of the Warrant Agreement and the remaining ordinary shares issued pursuant to such exercise will be issued to the aforementioned subsidiary of the Company.


		You may not (i) consent to the Warrant Amendment without exercising your warrants pursuant to the terms of the Warrant Holder Notice or (ii) exercise your warrants pursuant to the terms of the Warrant Holder Notice without consenting to the Warrant Amendment. You may revoke your consent and election to exercise at any time on the terms set forth in the Warrant Holder Notice prior to the Expiration Date by delivering to the information and tabulation agent a notice of revocation. Any consents delivered prior to the filing of Amendment No. 1 on Form F-4 on December 20, 2022 will not be accepted and, to consent to the Warrant Agreement and exercise their warrants pursuant to the terms of the Warrant Holder Notice, holders must provide their consent to the Warrant Amendment and exercise their warrants pursuant to the terms of the Warrant Holder Notice following such filing on December 20, 2022 and prior to the Expiration Date. If the Warrant Amendment is not approved, the warrants currently expire on April 20, 2026, subject to certain terms and conditions. If the Warrant Amendment is approved, any warrant that is not exercised on or prior to the Expiration Date will be exercised automatically on the holder’s behalf on a cashless basis on the first Trading Day following the Expiration Date at an Exercise Price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date, which is expected to be January 17, 2023 (if and only if such Exercise Price would be less than $11.50 per share), resulting in such holders receiving 0.234 ordinary shares per warrant, which is 10% less than the number of ordinary shares per warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price on or prior to the Expiration Date and, thereafter the warrants shall cease to exist (having all been exercised, either by the holder on or prior to the Expiration Date or automatically by the Company) and the warrants will cease trading on the NYSE.

Exercising Warrants if the Warrant Amendment is Approved		If the Warrant Amendment is approved or such condition is waived, any warrant exercised by the holder thereof on or prior to the Expiration Date at the Reduced Exercise Price, for cash or on a cashless basis pursuant to the terms of the Cashless Exercise Amendment, will be settled promptly following the Expiration Date, and such exercise is expected to be accepted on the first Trading Day following the Expiration Date. If the Warrant Amendment is approved, any warrant that is not exercised on or prior to the Expiration Date will be exercised automatically on the holder’s behalf on a cashless basis on the first Trading Day following the Expiration Date at an exercise price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date, which is expected to be January 17, 2023 (if and only if such Exercise Price would be less than $11.50 per share), resulting in such holders receiving 0.234 ordinary shares per warrant, which is 10% less than the number of ordinary shares per warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price on or prior to the Expiration Date.

Exercising Warrants if the Warrant Amendment is Not Approved		If the Warrant Amendment is not approved and such condition is waived, you would be able to exercise your warrants at the Reduced Exercise Price for cash or on a cashless basis pursuant to the terms of the Cashless Exercise Amendment only on or prior to the Expiration Date. If the Warrant Amendment condition is waived, the Company will announce such waiver to holders of the warrants and extend the Expiration Date for at least five additional Trading Days following the date such waiver and extended Expiration Date is announced. If the Warrant Amendment is not approved and such condition is not waived, the Reduced Exercise Price and Cashless Exercise Amendment will not take effect and any exercise of warrants by a holder at the Reduced Exercise Price will not consummated and the holder will be returned its warrants on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment.

Market Price of Our Ordinary Shares		Our ordinary shares and warrants are listed on the NYSE under the symbols “GENI” and “GENI WS,” respectively. If the Warrant Amendment is approved, on the first Trading Day following the Expiration Date, the warrants will cease to exist (having all been exercised, either by the holder on or prior to the Expiration Date or automatically by the Company) and the warrants will cease trading on the NYSE. See “Market Information, Dividends and Related Shareholder Matters.”



The Consent Solicitation		Until the Expiration Date, we are soliciting from the holders their consent to amend the Warrant Agreement so that any warrants not exercised by a holder thereof on or prior to the Expiration Date shall be exercised automatically on the holder’s behalf on a cashless basis at an Exercise Price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date, which is expected to be January 17, 2023 (if and only if such Exercise Price would be less than $11.50 per share), resulting in such holders receiving 0.234 ordinary shares per warrant to be received by holders that exercise cashlessly, which is 10% less than the number of ordinary shares per warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price on or prior to the Expiration Date. A copy of the Warrant Amendment is attached hereto as Annex A. We urge that you carefully read the Warrant Amendment in its entirety. In order to consent in the Consent Solicitation, holders are required to consent and exercise (by delivering their consent and exercise in accordance with DTC’s ATOP procedures or requesting that their broker or nominee consent on their behalf) to the Warrant Amendment attached as Annex A. The Consent Solicitation is being made to all holders except those holders who reside in states or other jurisdictions where the Consent Solicitation would be unlawful (or would require further action in order to comply with applicable securities laws).

Purpose of the Consent Solicitation		The purpose of the Consent Solicitation is to attempt to simplify our capital structure and reduce the potential dilutive impact of the warrants, thereby providing us with more flexibility for financing our operations in the future. See “The Consent Solicitation — Background and Purpose of the Consent Solicitation.”

Consent Period		The Consent Solicitation will expire on the Expiration Date, which is 11:59 p.m., Eastern Time, on January 19, 2023, or such later time and date to which we may extend. All consents to the Warrant Amendment and all requests to exercise warrants at the Reduced Exercise Price, including any required related paperwork, must be received by the information and tabulation agent by the Expiration Date, as described in this Prospectus. If the Consent Period is extended, we will make a public announcement of such extension by no later than 9:00 a.m., Eastern Time, on the next business day following the Expiration Date as in effect immediately prior to such extension. We may withdraw the Consent Solicitation only if the conditions of the Consent Solicitation are not satisfied or waived prior to the Expiration Date. Promptly upon any such withdrawal, any consent to the Warrant Amendment will be revoked.

		Prior to the Expiration Date, holders may continue to exercise their warrants on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment. We will announce our decision to withdraw the Consent Solicitation by disseminating notice by public announcement or otherwise as permitted by applicable law. See “The Consent Solicitation — General Terms — Consent Period.”

Amendments to the Consent Solicitation		We reserve the right at any time or from time to time to amend the Consent Solicitation, including by changing the terms of the Warrant Amendment. If we make a material change in the terms of the Consent Solicitation or the information concerning the Consent Solicitation, or if we waive a material condition of the Consent Solicitation, we will extend the Consent Solicitation to the extent required by the Exchange Act. See “The Consent Solicitation — General Terms — Amendments to the Consent Solicitation.”

Conditions to the Consent Solicitation		The Consent Solicitation is subject to customary conditions, including the effectiveness of the registration statement of which this Prospectus forms a part and the absence of any action or proceeding, statute, rule, regulation or order that would challenge or restrict the making or completion of the Consent Solicitation. Approval of the Warrant Amendment requires the consent of holders of at least 50% of the outstanding warrants (which is the minimum number required to amend the Warrant Agreement). See “The Consent Solicitation — General Terms — Conditions to the Consent Solicitation.” We will not complete the Consent Solicitation unless and until the registration statement described above is effective. If the registration statement is not effective at the Expiration Date, we may, in our discretion, extend, suspend or cancel the Consent Solicitation, and will inform holders of such event.



Withdrawal Rights		If you consent to the Warrant Amendment and elect to exercise your warrants on the terms set forth in the Warrant Holder Notice, and change your mind, you may revoke your consent and election to exercise on the terms set forth in the Warrant Holder Notice at any time prior to the Expiration Date, as described in greater detail herein in the section titled “The Consent Solicitation — Withdrawal Rights.” If the Expiration Date is extended, you may revoke your consent and election to exercise your warrants on the terms set forth in the Warrant Holder Notice at any time until the extended Expiration Date. If you withdraw your consent to the Warrant Amendment, you are also withdrawing your election to exercise your warrants on the terms set forth in the Warrant Holder Notice, and vice versa.

Federal and State Regulatory Approvals		Other than compliance with the applicable federal and state securities laws, no federal or state regulatory requirements must be complied with and no federal or state regulatory approvals must be obtained in connection with the Consent Solicitation.

Absence of Appraisal or Dissenters’ Rights		Holders of warrants do not have any appraisal or dissenters’ rights under applicable law in connection with the Consent Solicitation.

U.S. Federal Income Tax Consequences of the Consent Solicitation		Although the issue is not free from doubt, we intend to treat all warrants outstanding when the Warrant Amendment, Reduced Exercise Price and the Cashless Exercise Amendment take effect as having been exchanged for “new” warrants pursuant to the Warrant Amendment, Reduced Exercise Price and the Cashless Exercise Amendment and to treat such deemed exchange as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code, pursuant to which, assuming we have not been a PFIC for any relevant taxable year, (i) you should not recognize any gain or loss on the deemed exchange of warrants for “new” warrants, (ii) your aggregate tax basis in the “new” warrants deemed to be received in the exchange should equal your aggregate tax basis in your existing warrants deemed surrendered in the exchange, and (iii) provided that you hold your warrants as a capital asset at the time of the deemed exchange, your holding period for the “new” warrants deemed to be received in the exchange should include your holding period for the warrants deemed surrendered. Because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the deemed exchange of warrants for “new” warrants pursuant to the Warrant Amendment, if approved, the Reduced Exercise Price and the Cashless Exercise Amendment, there can be no assurance in this regard and alternative characterizations by the IRS or a court are possible, including ones that would require U.S. holders to recognize taxable income or gain. If the Cashless Exercise Amendment takes effect and you use your right to exercise on a cashless basis pursuant to the Cashless Exercise Amendment, or if the Warrant Amendment is approved and we exercise your warrants, we intend to treat the cashless exercise as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code pursuant to which, assuming we have not been a PFIC for any relevant taxable year, (i) you should not recognize any gain or loss on the receipt of our ordinary shares, (ii) your aggregate tax basis in our ordinary shares received in the cashless exercise should equal your aggregate tax basis in your exercised warrants immediately prior to the exercise, and (iii) provided that you hold your warrants as a capital asset at the time of the cashless exercise, your holding period for our ordinary shares received in the cashless exercise should include your holding period for the warrants exercised. However, because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the cashless exercise of warrants for our ordinary shares, there can be no assurance in this regard and alternative characterizations are possible by the IRS or a court, including ones that would require U.S. holders to recognize taxable income or gain. See “Market Information, Dividends and Related Shareholder Matters — Material U.S. Federal Income Tax Consequences.”

No Recommendation		None of our board of directors, our management, the solicitation agent, the information and tabulation agent or any other person makes any recommendation on whether you should consent or refrain from consenting to the Warrant Amendment, or whether you should exercise or refrain from exercising your warrants, and no one has been authorized by any of them to make such a recommendation.

Risk Factors		For risks related to the Consent Solicitation, please read the section titled “Risk Factors” beginning on page 8 of this Prospectus.


Information and Tabulation Agent		The information and tabulation agent for the Consent Solicitation is:

D.F. King & Co., Inc. 48 Wall Street, 22^nd Floor New York, New York 10005 Banks and Brokers call: (212) 269-5550 Call Toll Free: (800) 370-1749 Email: geniussports@dfking.com

		The information and tabulation agent may be contacted at the Toll Free number above at any time during the Consent Period to obtain a representative Reduced Exercise Price based on the closing price of the ordinary shares on the NYSE on the preceding Trading Day. Prior to the close of trading on January 17, 2023, the actual Reduced Exercise Price may be more or less than such representative Reduced Exercise Price provided by the information and tabulation agent. Following the close on trading on January 17, 2023, the Reduced Exercise Price may be calculated and the information and tabulation agent may be contacted to obtain the Reduced Exercise Price.

Solicitation Agent		The solicitation agent is:

BofA Securities, Inc. One Bryant Park New York, New York 10036

		We have other business relationships with the solicitation agent, as described in “The Consent Solicitation — Solicitation Agent.”

Additional Information		We recommend that our warrant holders review the registration statement on Form F-4, of which this Prospectus forms a part, including the exhibits that we have filed with the SEC in connection with the Consent Solicitation and our other materials that we have filed with the SEC, before making a decision on whether to consent to the Warrant Amendment. All reports and other documents we have filed with the SEC can be accessed electronically on the SEC’s website at www.sec.gov.


	Fair Market Value of ordinary shares
Redemption Date	<$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		>$18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361


GENIUS SPORTS LIMITED


		Name:
		Title:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent


		Name:
		Title:


Exhibit No.		Description

2.1		Business Combination Agreement, dated as of October 27, 2020, by and among dMY Technology Group, Inc. II, Maven TopCo Limited, Maven MidCo Limited, Genius Sports Limited, Genius Merger Sub, Inc. and dMY Sponsor II, LLC (incorporated by reference to Exhibit 2.1 of dMY Technology Group, Inc. II’s Current Report on Form 8-K filed with the SEC on October 27, 2020).

3.1		Amended and Restated Genius Sports Limited Memorandum of Incorporation (incorporated by reference to Exhibit 1.1 of the Company’s Shell Company Report on 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

3.2		Amended and Restated Genius Sports Limited Articles of Incorporation (incorporated by reference to Exhibit 1.2 of the Company’s Shell Company Report on 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

4.1		Specimen Warrant Certificate of dMY Technology Group, Inc. II (incorporated by reference to Exhibit 4.3 of dMY Technology Group, Inc. II’s Registration Statement on Form S-1 (File No. 333-239508) filed with the SEC on August 3, 2020).

4.2		Warrant Agreement between Continental Stock Transfer & Trust Company and dMY Technology Group, Inc. II (incorporated by reference to Exhibit 4.1 of dMY Technology Group, Inc. II’s Current Report on Form 8-K filed with the SEC on August 18, 2020).

4.3		Warrant Assumption Agreement among dMY Technology Group, Inc. II, Genius Sports Limited and Continental Stock Transfer & Trust Company, as Warrant Agent (incorporated by reference to Exhibit 2.3 of the Company’s Shell Company Report on 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

4.4		Warrant Certificate of Genius Sports Limited in favor of NFL Enterprises LLC. (incorporated by reference to Exhibit 2.4 of the Company’s Shell Company Report on 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

4.5		Amended & Restated Investor Rights Agreement (incorporated by reference to Exhibit 4.2 of the Company’s Shell Company Report on Form 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

4.6		Amended Amendment No. 1 to the Warrant Agreement by and between Continental Stock Transfer & Trust Company and Genius Sports Limited (incorporated by reference to Exhibit 4.1 of the Company’s report on Form 6-K (File No. 001-40352) filed with the SEC on December 20, 2022).

4.7		Amended Notice to the Registered Holder of Warrants (incorporated by reference to Exhibit 4.2 of the Company’s report on Form 6-K (File No. 001-40352) filed with the SEC on December 20, 2022).


Exhibit No.		Description

5.1**		Opinion of Carey Olsen (Guernsey) LLP.

8.1**		Tax Opinion of Kirkland & Ellis LLP as to certain U.S. tax matters.

10.1**		Amended and Restated Solicitation Agent Agreement, dated December 20, 2022 by and between the Company and BofA Securities, Inc.

10.2		Founder Holders Forfeiture Agreement, dated as of October 27, 2020, by and among the Founders, Genius and dMY (incorporated by reference to Exhibit 10.1 of dMY Technology Group, Inc. II’s Current Report on Form 8-K filed with the SEC on October 27, 2020).

10.3		Founder Holders Consent Letter, dated October 27, 2020, by and among the Founders, Genius and dMY Technology Group, Inc. II (incorporated by reference to Exhibit 10.2 of dMY Technology Group, Inc. II’s Current Report on Form 8-K filed with the SEC on October 27, 2020).

10.4		Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.4 of dMY Technology Group, Inc. II’s Current Report on Form 8-K filed with the SEC on October 27, 2020).

10.5		Form of Subscription Agreement (incorporated by reference to Exhibit 10.5 of dMY Technology Group, Inc. II’s Current Report on Form 8-K filed with the SEC on October 27, 2020).

10.6		Form of Director and Officer Indemnity Agreement (incorporated by reference to Exhibit 10.9 Genius Sports Limited’s Registration Statement on Form F-4 (File No. 333-252179) filed with the SEC on March 11, 2020).

10.7		Genius Sports Limited 2021 Restricted Share Plan (incorporated by reference to Exhibit 4.8 of Genius Sports Limited’s Shell Company Report on Form 20-F filed with the SEC on April 27, 2021).

10.8		Form of Restricted Share Agreement under the Genius Sports Limited 2021 Restricted Share Plan (incorporated by reference to Exhibit 4.9 of Genius Sports Limited’s Shell Company Report on Form 20-F filed with the SEC on April 27, 2021).

10.9		Genius Sports Limited 2021 Option Plan (incorporated by reference to Exhibit 4.10 of Genius Sports Limited’s Shell Company Report on Form 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

10.10		Form of Director Agreements (incorporated by reference to Exhibit 4.11 of Genius Sports Limited’s Shell Company Report on Form 20-F (File No. 001-40352) filed with the SEC on April 27, 2021).

21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 8.1 to Genius Sports Limited’s Form 20-F (File No. 001-40352) filed with the SEC on March 18, 2022).

23.1*		Consent of WithumSmith+Brown, PC, independent registered public accounting firm of Genius Sports Limited.

23.2**		Consent of Carey Olsen (Guernsey) LLP (included as part of Exhibit 5.1).

23.3**		Consent of Kirkland & Ellis LLP (included as part of Exhibit 8.1).

107**		Filing Fee Table.


Genius Sports Limited

By:		/s/ Mark Locke
Name:		Mark Locke
Title:		Chief Executive Officer and Director


Signature	Title	Date

/s/ Mark Locke	Chief Executive Officer and Director	December 30, 2022
Mark Locke	(Principal Executive Officer)

*	Chief Financial Officer	December 30, 2022
Nicholas Taylor	(Principal Financial and Accounting Officer)

*	Chairman	December 30, 2022
David Levy

*	Director	December 30, 2022
Albert Costa Centena

*	Director	December 30, 2022
Gabriele Cipparrone

*	Director	December 30, 2022
Niccolo de Masi

*	Director	December 30, 2022
Daniel Burns


						Emerging growth company		☒